Results of On-Line voting for Ray Lyons as a Director of PCEL

 

PCEL Chairman's Report 2023

 

Report by Chairman -  2023

Prior to the AGM, several emails were circulated by Ray Lyons and Dr Correa to PCEL members. The emails contained a number of unsubstantiated and inaccurate statements relating to arrangements for the AGM, actions taken by the board and potentially defamatory personal criticism of the directors.

The directors, in the interest of responsible governance and transparency, are circulating the following statement to address and correct misinformation and false claims and to ensure all members have a clear understanding of the board’s decisions on behalf of the company and lease holders.

Notice of venue for the AGM

A couple of members complained the notice of the AGM did not include details of the venue. It is acknowledged this was a technical error caused by uncertainty regarding anticipated number of attendees and difficulty in booking an appropriate location.  When the Harbour Lights Picture House was approached on 13 April, they advised it was no longer possible to book a room as the booking process has changed and is now managed centrally. An attempt was then made to book a room at OVIC, however, they needed to know the number of attendees as the rooms are different sizes. Fortunately, the Harbour Lights contacted the chairman and agreed to provide their meeting room for the AGM. More than twenty members were present for the AGM and following a vote by those present the meeting took place.  

A number of matters deliberately reported incorrectly in the emails mentioned above are clarified below:- .

Board decisions – all board decisions have been unanimous.  Instructions to Napier are agreed collectively by the board.  The fact that one Director may be the contact for Napier on a specific matter should not be interpreted the instruction is not a board decision.

Company Administration Charge.  It was agreed by the board in 2020 that professional fees should be reclaimed. Ray Lyons was a director at this time. Prior to this decision all costs, including professional fees incurred, were absorbed by the company.  As revenue the company received from Ground rent was reducing it was agreed to include a provisional sum of £10,000 in the PCEL budget.  It was included to allow the company to seek professional advice when required without taking out a loan from members or a bank.  To date no costs have been drawn against the budget.  For clarity, such costs have not been included in the service charge expenditure. Following a legal challenge by Ray Lyons to the installation of CCTV on the estate and the companies registration under Data Protection legislation, the company was obliged to obtain legal advice to defend this challenge and a charge of around a thousand pounds will be claimed in the 2022 accounts.  The legal advice determined the challenge by Ray Lyons had no merit. Most leaseholders (over 80%) had voted in favour of CCTV and the tender process and the award of the contract was in accordance with good practice.  The company would have been delinquent not to have acted on the request from a majority of residents and the PCRA. 

This year, the board sought legal advice on the lease held by MDL for the use of the small berth holder’s car park. This is an ongoing matter and covered later in more detail. 

Proxy Voting – the proxy form permits a member to submit a proxy to be used in connection with resolutions proposed at the AGM, in the manner they set out, and in connection with any other business transacted at the Meeting.  It is a standard proxy form.  All voting on the motions listed on the form will be a Poll vote and voting slips will be distributed.

Napier – it has become apparent that Napier have been overloaded by a tsunami of emails and phone calls from two members concerning arrangements for the AGM and other estate matters.  This workload had placed Napier in an untenable position and was diverting resources away from the primary task of managing estate matters. The progress of several important items was slipping. Following discussion with the director and operations manager of Napier, it was decided Napier should relinquish the duties of PCEL Company secretary and concentrate on management of the estate.

Company Auditor – The service charge is not a matter to be approved by the AGM. The approval of Auditor is for the PCEL company accounts.  On the production of the service charge accounts the current auditors follow the format of all previous accounts.  They have never been asked to change this format but are perfectly willing to adopt a different format if requested.  It is not correct to claim they do not support Tech 13 format.  The board consider it is important to use an independent firm of accountants to check the accounts. This is good governance and protects the lease holders.  The auditors have found several issues with the trial balances received from Napier. For example, the opening P&L reserves position for each block did not agree with the closing position from the previous year. This a complex issue and a meeting has been arranged with Napier this week. The motion to vote on is for Auditor of the company accounts.  HJS has the expertise to handle the complex tax situation regarding the selling of lease extensions. This matter alone has occupied a considerable amount of time. The misinformation circulated by some members could result in the loss of HJS expertise in this matter and result in significant additional costs.

Founding Member Payment – this year an initial payment of £300 was made funded by revenue from the sale of lease extensions. It is not funded from the service charge. The arrangement to make the payment were made by resolution in 2013 with full support of the members and approved by all the directors in place in 2013. It is the boards intention to make a second payment in 2023 and to continue until the original loans to purchase the lease are repaid. 

PCRA  - The board has welcomed the rejuvenation of the residents association and have made a contribution of £600 to their running costs. The Chairman together with a couple of the directors meet with them on a regular basis. It is particularly pleasing PCRA now have a greening group through which all greening matters are managed. Also, there are shared concerns around issues with MDL, the berth holder small car park, jet ski hire business and  AirBnB’s on boats in the marina. 

Other matters – the directors have been working on a several estate matters e.g., Security, Insurance and EV charging.  

An additional security patrol has been achieved at no cost to the lease holders. The arrangement is under review to determine whether more patrols would be a cost-effective deterrent.

A director with experience in the insurance business has done a lot of work to achieve best premiums and avoid commission charges. Premiums have increased significantly, partly due to the increase in rebuild costs and the increase in the number and value of claims for water damage.   

Napier has been instructed to arrange a structural survey of the Jetty.  Unfortunately, the firm that carried out the previous survey is no longer available. Napier have been asked to contact Raymond Brown Marine who completed the previous repair works.   

MDL – the board are aware of the nuisance caused by commercial vehicles and AirBnB related activities using the small MDL car park. Solicitors have written to MDL on behalf of PCEL highlighting alleged breaches by MDL of their lease. Unfortunately, the situation has not improved, and the issues remain unresolved. A meeting with the solicitor is planned to determine next steps. However, the board are aware that legal costs can quickly escalate and seek to balance legal fees against the potential for a successful outcome. A less expensive alternative of a legal mediation process is also being explored.

For information, significant cost savings have been achieved by the current board over the last few years resulting in a real reduction in costs for lease holders: - 

Jetty maintenance – significant effort to manage the relationship with Raymond Brown and Opus consulting and the MMO licence alone was 150 hours of work.

Balcony Painting – the previous tender and contract was written by a director. 

Communal Sat TV – more than a 100 hours expended on tenders and project management resulting in nil cost to the lease holder.

Broadband – due diligence was carried out on several vendors. Installation was completed by the company selected with minimal impact on the fabric of the building and resulting in nil cost to lease holders.

 

PCEL AGM Minutes 2022

 

 

Pacific Close Estates Ltd Company Number: 07450803   MINUTES OF  MEETING

 

Property:	PACIFIC CLOSE	Client ref:	PAC000
Meeting:	ANNUAL GENERAL MEETING	Meeting No:
Venue:	ZOOM CONFERENCE CALL
Date and time:	TUESDAY 22ND MARCH 2022 AT 5.00 P.M.

 

Present	Title	Representing
Mr R Vose (RV) Mr R Allsworth (RA) Mr T O’Connor (TOC) Mr S Tobin (ST) Mr A Power (AP) Revd R Lyons (RL) Mr G Cook (GC) Mr D Craig (DC)	83 52 27 91 85 89 53 72

 

In attendance
Mrs Gail Drysdale (GD)   John Russell (73) Dr Correa (79)	Senior Property Manager	Napier Management Services Ltd/Corporate Company Secretary

 

 

 

 

Minutes of Meeting

Item		Action
1.00	To read the notice convening the meeting
2.00	To receive Apologies & Proxies   Apologies were received from: Mr & Mrs Smith 45 & 55 with Proxy to Rod Allsworth Mr Graham & Doctor Adams 56 with Proxy to Ray Lyons Mr Tilby 61 with Proxy to Ray Lyons Ms Green 98
3.00	To confirm the Minutes of the last Annual General Meeting held on the 29th March 2021   It was proposed by Rod Allsworth that they are accepted as a true and accurate record of proceedings seconded by Tom O’Connor and the majority of those present were in favour.   Matters Arising   Shaun Tobin of 91 was granted Membership at the last Annual General Meeting.  Whilst there is no note to that effect this was confirmed to be the case by the records held by Napier.
4.00	Chairman’s Report presented by Robert Vose   Robert Vose gave the following report:   CCTV installation was successfully completed in 2021 with the support of the PCRA.  The installation was appropriately tendered and Robert expressed his thanks to the Directors for their input in relation to reviewing and comparing these Tenders which was a difficult process due to the tenders being significantly different.  It was noted that the CCTV installation was delayed as a result by an injunction taken by a Leaseholder, subsequently the installation was successful.   Ray Lyons expressed his concern that the Board did not carry out their verbal undertaking at the last Annual General Meeting in relation to proper consultation with the Residents.  Robert Vose confirmed that a significant number of Residents were in favour of the installation of CCTV based on PCRA feedback.  There was much discussion in relation to the process of the Board’s activities and Shaun Tobin expressed concern that there was a lack of courtesy and understanding from the Board, particularly in relation to the CCTV.   Anthony Power noted that whilst he has lived here for 5 or 6 years he wonders whether the CCTV has made any significant impact on the issues that were being experienced by the Estate.  Furthermore, whether the ongoing costs associated with the CCTV will be justified.                  Gail Drysdale confirmed that the CCTV has yet to be connected to                broadband, this matter is in hand.  Until that has occurred CCTV                footage has to be downloaded by Alert Systems Ltd, the installers                of the CCTV equipment.  So far only 2 issues have been notified to                Napier and the footage has been requested from Alert Systems Ltd When the broadband is installed to the CCTV equipment this will be able to be reviewed remotely upon notification of an incident.    Gail Drysdale categorically confirmed that the CCTV will not be regularly or routinely monitored, but when incidents occur footage can be sought for those specific incidents.   David Craig commented that the overall number of incidents has improved.   Dr Correa suggested that there are issues with fishermen still using the jetty and expressed concern that the CCTV has made no improvement in relation to deterring unpermitted persons using the jetty.  After some further discussion it was noted that it was strongly recommended that should anybody see any incidents that Napier should be notified swiftly.     Fibre Broadband – The Board worked diligently to establish the suitable installation of the broadband by Tube at zero cost to the Leaseholders.  The feedback received is that straight forward connections have been witnessed and the speed of the broadband is suitable.  All flats now have the ability to connect to Tube should they so wish with the distribution node located outside each flat front door.   Broadband Installation by Toob – Dr Correa expressed his concern regarding the large cracking that appeared whilst the installation was taking place in his property.  Dr Correa is in touch with the Tube Foreman and it is noted that this issue was still outstanding.  Napier will seek to address this for him.   Private Estate & Security – The Board are in the fortunate position that they are able to learn from the experience of other Resident Management companies or Estates carrying actively installing security measures, e.g. the MDL Estate.   Security Company – It was noted that there have been incidences of a person or persons unknown to PCEL that appear to patrol the estate in a high viz jacket with no logo.  There have been incidents of significant aggression from this individual and it was recommended that Napier be notified as and when these incidents occur.  The Board and Napier confirmed no such people are employed on the estate by them.   Robert Vose reminded those present that MDL have appointed Security Officers for the MDL estate who do appear to be patrolling as far as and including Pacific Close, whether that is in their remit or not.   External Redecorations – As a result of the Health & Safety Regulations it was agreed to appoint an external Consultant to draw up Tender documents and administer the contract for the project.  There has been additional effort from Napier and the Board in this regard.   Gardens & Beds – These are looking great and the Board commend Ben Colley for his continued efforts and services to date.  There was some further discussion on the points that have been covered specifically.	Napier
5.00	To nominate Directors to the Board. David Craig has offered himself for Re-election at this meeting (having retired and been accepted for re-election by the Board)   It was noted that David Craig had offered himself for re-election at this meeting, having retired and been accepted for re-election by the Board.  There was some confusion regarding this statement and it was confirmed that the Board have co-opted (or re-elected) David Craig as a Director.   There was some further discussion in relation to the lack of invitation to nominate Directors to the Board.  Despite the discussion becoming heated it was agreed that the Board will consider inviting nominations for the next general meeting.  Mr Tobin requested an Extraordinary Meeting was held in order to address this.   There was some further discussion in relation to the Board’s operational procedures and Robert Vose stated that when issues occur that require the Board’s instruction or decision they take into account all the representations from both houses and flats on the estate in order to meet their obligations under the terms of the leases.  Robert Vose specifically stated that they do not ignore the Members of the PCEL (not all Leaseholders on the estate are Members of PCEL) yet consideration must be given to addres any issue on its own merit and reminded those present that not all lessees are likely to agree with the decisions made.	Napier
6.00	New Membership Applications   New Membership Applications were made in the year by Mr & Mrs Russell of No. 73 and Mr Bass of No. 54.  They have properly completed the application process therefore both applicants were duly elected as Members.
	This formal annual general meeting closed.  The PCEL Members Open Forum followed:
	Queries from No. 58 –   Update on the return of initial seed investment funds to PCEL Members, there was a statement to this effect at the last AGM in 2021 but not indicated in the Minutes.  Robert Vose confirms that it is still the intention to repay the seed investments.  This takes some working out in respect of HMRC and has been delayed because there has been significant work involved in recent Lease Extensions. Robert Vose noted that the legal action undertaken in relation to the CCTV delayed the seed investment repayment further.  Rod Allsworth was concerned recalls that there was a concern also that the Marina Wall cost may impact on the finances of PCEL should the Service Charges not have held the appropriate funds. Robert Vose confirmed that whilst there is one more Lease Extension currently in play the return of the initial investment can be considered shortly thereafter.   Extremely slow processing of new Membership Request – It was confirmed by the Board that having discussed this matter on 15th March 2022 that they are content with the current procedure.   Queries from No. 66   What are the actions being taken following the Fire Risk Assessment as per item 8 of last year’s Minutes and are there any outstanding.  Gail Drysdale confirmed that yes with the exception of recommendations to individual flats to replace their balcony flooring if timber, the remaining items have been undertaken.    There are a number of overall queries in relation to the balconies and the balcony timbers, predominantly whether this can be a Service Charge item and whether this can be undertaken as a single project.  Gail Drysdale confirmed that the Leases are quite clear in that the balcony timbers are demised for repair and obligation to the individual Leaseholders.  Any works to repair or replace them cannot be met by the Service Charges.  This would rule out any form of joint project. There was also a query to the type of product that would be suitable to be used as a replacement of the balcony timbers and it was confirmed that there are a number of products available that have Fire Certification.   Queries from No. 53   Napier’s Deficiencies – They raised the issue of Napier’s deficiencies in progressing maintenance issues and keeping the parties that have reported such updated on progress.  Gail Drysdale confirmed that she has taken on board Mr Cook’s comments and that he gave some helpful suggestions regarding improving that service and we will endeavour to provide such prompt feedback.   Vehicle electrical charging – Is PCEL planning to introduce a consistent policy regarding the collective negotiation and payment for the installation of property charging points or whether property owners are left to their own devices over time.  Robert Vose confirmed that collective charging points are something that is currently under consideration.    The onus is currently on individual Owners, it is very hard to implement communal charging points in open parking areas.  There could also be consideration for lamp post charging areas as this has been undertaken in another local area.  It was noted that the Association of Motor Trades have suggested that garage owners specifically workshop garages not private garages shouldn’t charge vehicles overnight when unattended because of the fire risk.  Ray Lyons confirmed that he would be in support of electrical charging bays.  There was also some further discussion in relation to the technology and whether should installations be sought now that in some years become obsolete as a result in changes in the technology.    There was also some discussion on potential income that maybe generated as a result of charging bays but this is likely to be negligible at this point.  The Board confirmed that they will be looking further into the possibilities available
	Any Other Business   Dr Correa expressed concern with the current state of the jetty and specifically timber planks that are deteriorating very quickly.  He has made some recommendations as to in relation to Andy Cullen a previous employee of F & S that may be able to provide immediate attention to some of these issues.   Garden Area also raised by Dr Correa – Dr Correa mentioned that he and Ben Colley (Gardener) and Napier have an agreement in relation to undertaking some works and planting to the garden area immediately in front of Block 7 between Block 7 and the jetty.  Dr Correa confirmed that he has received positive feedback from residents in relation to his efforts.
	There being no further business the meeting closed at 6.40 p.m.